Russell Wight Jr.
About Russell B. Wight, Jr.
Russell B. Wight, Jr., age 85, is an independent Class II director of Alexander’s, Inc. (ALX), first appointed in 1995, with his current term expiring at the 2026 annual meeting. He is a long‑tenured real estate investor, serving as a general partner of Interstate Properties since 1968 and a trustee of Vornado Realty Trust since 1979; the proxy does not disclose his education.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Interstate Properties | General Partner | Since 1968 | Co‑controls ALX through Interstate’s stake; shares voting/investment power with other general partners on ALX shares |
| Alexander’s, Inc. | Executive Committee Member | Until Jan 1, 2025 | Executive Committee had full Board authority; did not meet in 2024; eliminated effective Jan 1, 2025 |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Vornado Realty Trust | Trustee | Since 1979 | Interstate and its general partners (including Wight) collectively own ~7% of Vornado; Vornado owns ~32% of ALX |
Board Governance
- Independence: The Board determined Wight is independent under NYSE standards; ALX is a “controlled company” exempt from certain NYSE requirements because Interstate/Vornado and their general partners own >50% of shares.
- Committee assignments: In 2024 Wight was not on the Audit or Compensation Committees; he previously sat on the Executive Committee (eliminated Jan 1, 2025).
- Attendance: The Board held five meetings in 2024; each director attended at least 75% of Board and applicable committee meetings. All directors attended ALX’s virtual 2024 annual meeting.
- Leadership structure: Combined Chair/CEO (Steven Roth) and no independent lead director; independent directors held five executive sessions without management in 2024.
- Proxy authorization: Wight is named as a proxy together with Steven Roth for the 2025 annual meeting.
Fixed Compensation
| Component (2024) | Amount ($) | Notes |
|---|---|---|
| Cash fees | 80,000 | Reflects annual retainer and meeting fees per policy |
| Director equity grant (grant‑date fair value) | 56,250 | DSUs; grant‑date fair value per ASC 718 |
| Dividends on DSUs (“All Other Compensation”) | 58,167 | Dividends payable on DSUs |
| Total | 194,417 | — |
Director pay policy (applicable to Wight): $75,000 annual cash retainer; ~$75,000 market value equity grant in DSUs; $1,000 per meeting; Audit Chair $15,000; Audit member $10,000; Compensation Chair $10,000; Compensation member $5,000. Wight was not on Audit/Compensation in 2024.
Performance Compensation
| Grant Date | Instrument | Quantity | Grant‑Date Fair Value ($) | Vesting | Conversion | Dividends |
|---|---|---|---|---|---|---|
| 05/23/2024 | Deferred Stock Units (DSUs) | 357 | 56,250 | Fully vested at grant | One‑for‑one into shares upon director’s departure (or later date selected) | Payable on DSUs |
No performance metrics apply to director DSU awards; grants are aligned to market rates and timing is not set to exploit MNPI.
Other Directorships & Interlocks
| Entity | Relationship | Interlock/Transaction Detail |
|---|---|---|
| Interstate Properties | General Partner | Interstate owns 503,046 ALX shares; Wight shares voting/investment power; Interstate/general partners and Vornado together own ~58% of ALX. |
| Vornado Realty Trust | Trustee | ALX is managed, leased, and developed by Vornado under agreements; ALX paid Vornado $2.8m management, $0.472m development, $6.084m leasing, and $6.053m property management/other fees in 2024. |
Expertise & Qualifications
- Board-stated skills: Wight has “extensive real estate experience”; Board collectively cites strengths in finance, investing, accounting, law, and real estate operations.
Equity Ownership
| Holder | Beneficial Shares | % of Outstanding | DSUs Included | Notes |
|---|---|---|---|---|
| Russell B. Wight, Jr. | 959,978 | 18.78% | 3,410 | Includes Interstate’s 503,046 shares; Wight shares voting/investment power on those shares; excludes 2,773 shares owned by children and 500 by spouse (disclaimed). Total shares outstanding: 5,107,290 (as of 03/24/2025). |
| Interstate/Vornado/general partners (aggregate) | — | ~58% | — | Control group ownership of ALX. |
Governance Assessment
- Positives
- High ownership alignment: Wight’s beneficial ownership is ~18.78% of ALX, including DSUs, signaling significant skin‑in‑the‑game.
- Independence affirmed by Board; consistent attendance threshold and participation in annual meeting.
- Transparent disclosure of related‑party arrangements and fees with Audit Committee oversight on related‑person transactions.
- RED FLAGS
- Controlled company: Interstate/Vornado/general partners collectively own ~58%—ALX is exempt from some NYSE governance standards (no nominating committee; majority independence not required, though achieved).
- Multiple interlocks: Wight is general partner of Interstate and trustee of Vornado, while ALX pays substantial fees to Vornado under management, leasing, development, and services agreements—ongoing related‑party exposure.
- No independent lead director; combined Chair/CEO structure persists.
- Hedging policy: Company lacks a formal anti‑hedging policy; only Vornado executives are covered by Vornado’s policy—directors are not explicitly covered.
Overall: Wight’s deep real estate expertise and substantial ownership support alignment, but the intertwined Interstate/Vornado relationships and controlled company status elevate conflict‑of‑interest risk; monitoring committee independence, fee terms with Vornado, and board refresh/lead independent director considerations remains prudent.